Common use of Straddle Returns Clause in Contracts

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) 10 days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized "Big-Five" accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer shall prepare any Straddle Returns with respect to the Subject Entities or the Business Assets, as applicable, except with respect to such Straddle ReturnsCompany Joint Venture Entities where the Buyer is not, directly or indirectly, responsible for the preparation of Tax Returns pursuant to the Organizational Documents of the applicable Company Joint Venture Entity. The Buyer shall deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income or loss, if any, and Taxes under Section 9(c) and Section 9(e), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income income, if any, and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income income, if any, and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller Buyer to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized “Big-Four” accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing amounts owed by the Seller and the Buyer with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation obligations to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid or caused to be paid by the Seller with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, if applicable, including the allocation of taxable income or loss (Schedule K-1) and Taxes under Section 9(c9(d), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, if applicable, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer MLP Parties shall prepare any such Straddle Returns. The Buyer shall deliver, Returns and deliver same to VRLP for review and comment at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller for filing each such Straddle Return, together with a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns SECTION 9(b) and the allocation amount of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle ReturnsTax that VRLP owes. The Seller VRLP and the Buyer MLP Parties agree to consult and with each other to attempt to resolve in good faith any issue arising as a result of the VRLP's review of such Straddle Returns and allocation of taxable income and liability for Taxes Return and mutually to consent to the filing thereof as promptly as possible of such Straddle Returnspossible. Not later than five (5) days before the due date for the payment of Taxes with respect to any such Straddle ReturnsReturn, the Seller VRLP shall pay or cause to be paid to the Buyer an amount equal MLP Parties either (i) if the MLP Parties and VRLP are in agreement as to the amount of Taxes as agreed to by the Buyer and the Seller as being owed by VRLP, that amount, or (ii) if the Seller. If the Buyer MLP Parties and the Seller VRLP cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle ReturnVRLP, the Seller shall pay or cause to be paid to the Buyer the maximum amount of Taxes reasonably determined by the Seller VRLP to be owed by the Seller. Within ten it, in which case (10A) days after such payment, the Seller VRLP and the Buyer MLP Parties shall refer the matter dispute to an independent nationally recognized "Big-Four" accounting firm agreed to by the Buyer MLP Parties and the Seller VRLP to arbitrate the dispute. The Seller and dispute within ten days following the Buyer shall equally share payment of the fees and expenses undisputed amount, (B) the determination of such accounting firm and its determination as to the amount of Taxes owing by the Seller VRLP with respect to a Straddle Return shall be binding on the Seller both VRLP and the Buyer. Within MLP Parties, (C) VRLP and the MLP Parties shall equally share the fees and expenses of the accounting firm, and (D) within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller VRLP shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized "Big-Four" accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, if applicable, including the allocation of taxable income or loss (including a Schedule K-1, if applicable) and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, if applicable, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller 44 owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) 10 days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized "Big-Five" accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) days Not later than 30 Business Days prior to the due date for filing of any Straddle Return, US Purchaser shall deliver a draft of such Straddle Return (including any extension) to the Seller AMC, for AMC’s review and comment, together with a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes Pre-Closing Tax. Such draft should properly reflect any direction made under Section 9(c)7.1(q) below, as applicable. Taxes with respect to any Straddle Return shall be allocated between the Pre-Closing Period and copies the Post-Closing Period in accordance with Section 7.1(e) hereof. If AMC disagrees with US Purchaser’s determination of the amount of the Pre-Closing Tax, US Purchaser and AMC shall meet and work together in good faith to agree upon such amount. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to AMC and US Purchaser. The fees and expenses of such Straddle Returnaccounting firm shall be borne equally by AMC and US Purchaser. The Seller AMC shall have pay to US Purchaser the right to review such Straddle Returns amount of the Pre-Closing Tax as agreed by AMC and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns US Purchaser as being owed by AMC no later than fifteen (15) days five Business Days prior to the date for the filing of on which such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the SellerReturn is due. If the Buyer AMC and the Seller US Purchaser cannot agree on the amount of Taxes the Pre-Closing Tax owed by the Seller AMC with respect to a such Straddle Return, the Seller then AMC shall pay or cause to be paid to the Buyer US Purchaser the amount of Taxes reasonably determined by using the Seller to be mid-point of AMC’s and US Purchaser’s determination of the amount of Pre-Closing Taxes owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as AMC no later than five Business Days prior to the amount owing by the Seller with respect to a date on which such Straddle Return shall be binding on the Seller is due, and the Buyer. Within within five (5) days after the determination by such of the accounting firm, if necessary, the appropriate Party AMC or US Purchaser shall pay the to such other Party party any amount which is determined by such accounting firm to be owedowed by them. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Not later than five Business Days after the filing of any such Straddle Return by the amount of any estimated Taxes paid or with respect to such Taxes on or before member of the Effective TimeCompany Group, US Purchaser shall deliver a copy of such Tax Return to AMC.

Straddle Returns. The Buyer Alpha shall prepare any or cause to be prepared and file or cause to be filed all Straddle Returns of the Surviving Entity. Alpha shall pay all fees and expenses incurred to prepare and file such Straddle Returns. The Buyer With respect to any Straddle Return, Alpha shall deliver, at least forty-five (45) 30 days prior to the due date for filing such Straddle Return (including any extension) to the Seller Sellers Representative a statement setting forth the amount of Tax that the Seller owesShareholders owe, including the allocation of taxable income and Taxes under Section 9(c)10.3, and copies of such Straddle Return. The Seller Sellers Representative shall have the right to review such Straddle Returns and the allocation of taxable income and liability Liability for Taxes and to suggest to the Buyer Alpha any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller Sellers Representative and the Buyer Alpha agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability Liability for Taxes and mutually to consent to the filing by Alpha as promptly as possible of such Straddle Returns. Not later than five (5) 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller Shareholders shall pay or cause to be paid to the Buyer Alpha an amount equal to the Taxes as agreed to by the Buyer Alpha and the Seller Shareholders as being owed by the SellerShareholders. If the Buyer Alpha and the Seller Sellers Representative cannot agree on the amount of Taxes owed by the Seller Shareholders with respect to a Straddle Return, the Seller Shareholders shall pay or cause to be paid to the Buyer Alpha the amount of Taxes reasonably determined by the Seller Sellers Representative to be owed by the SellerShareholders. Within ten (10) days after such payment, the Seller Sellers Representative and the Buyer Alpha shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller Neutral Auditor to arbitrate the dispute. The Seller and Neutral Auditor shall arbitrate the Buyer shall equally share the fees and expenses of such accounting firm dispute and its determination as to the amount owing any issue in dispute shall be concluded within 20 days of such referral by the Seller with respect to a Straddle Return Sellers Representative and Alpha. Such determination 55 shall be binding on Shareholders and Alpha and shall be enforceable in a court of competent jurisdiction. All costs of the Seller and dispute resolution process contemplated by this Section 10.4 (including, without limitation, the BuyerNeutral Auditor’s fees, but exclusive of attorneys’ fees) shall be borne by the Party who is the least successful in such process, which shall be determined by comparing (i) the estimate asserted by each Party regarding the amount of such Tax to (ii) the final decision of the Neutral Auditor of such amount. Within five (5) days after the determination by such accounting firmthe Neutral Auditor, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm the Neutral Auditor to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) days prior to the due date for filing such Straddle Return (including any extension) to the Seller Sellers a statement setting forth the amount of Tax that the each Seller owes, including the allocation of taxable income income, if any, and Taxes under Section 9(c10(c), and copies of such Straddle Return. The Seller Sellers shall have the right to review such Straddle Returns and the allocation of taxable income income, if any, and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller Sellers and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income income, if any, and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller Sellers shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller Sellers as being owed by the SellerSellers. If the Buyer and the Seller Sellers cannot agree on the amount of Taxes owed by the Seller Sellers with respect to a Straddle Return, the Seller Sellers shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller Sellers to be owed by the SellerSellers. Within ten (10) days after such payment, the Seller Sellers and the Buyer shall refer the matter to an independent nationally recognized “Big-Four” accounting firm agreed to by the Buyer and the Seller Sellers to arbitrate the dispute. The Seller Sellers and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing amounts owed by the Seller Sellers and Buyer with respect to a Straddle Return shall be binding on the Seller Sellers and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller Sellers shall be entitled to reduce its their obligation to pay Taxes with respect to a Straddle Return to the extent deducted in calculating Adjusted Working Capital or the Purchase Price and by the amount of any estimated Taxes paid with respect to and which will be treated as a payment of such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer Investor shall prepare any such Straddle Returns. The Buyer Investor shall deliver, at least forty-five (45) days prior to the due date for filing such Straddle Return (including any extension) to the Seller Sellers a statement setting forth the amount of Tax that the Seller Sellers owes, including the allocation of taxable income income, if any, and Taxes under Section 9(c10(c), and copies of such Straddle Return. The Seller Sellers shall have the right to review such Straddle Returns and the allocation of taxable income income, if any, and liability for Taxes and to suggest to the Buyer Investor any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller Sellers and the Buyer Investor agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income income, if any, and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller Sellers shall pay or cause to be paid to the Buyer Investor an amount equal to the Taxes as agreed to by the Buyer Investor and the Seller Sellers as being owed by the SellerSellers. If the Buyer Investor and the Seller Sellers cannot agree on the amount of Taxes owed by the Seller Sellers with respect to a Straddle Return, the Seller Sellers shall pay or cause to be paid to the Buyer Investor the amount of Taxes reasonably determined by the Seller Sellers to be owed by the SellerSellers. Within ten (10) days after such payment, the Seller Sellers and the Buyer Investor shall refer the matter to an independent nationally recognized “Big-Four” accounting firm agreed to by the Buyer Investor and the Seller Sellers to arbitrate the dispute. The Seller Sellers and the Buyer Investor shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing amounts owed by the Seller Sellers and Investor with respect to a Straddle Return shall be binding on the Seller Sellers and the BuyerInvestor. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller Sellers a statement setting forth the amount of Tax that the Seller Sellers owes, including the allocation of taxable income income, if any, and Taxes under Section 9(c), and copies of such Straddle Return. The Seller Sellers shall have the right to review such Straddle Returns and the allocation of taxable income income, if any, and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller Sellers and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income income, if any, and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller Sellers shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller Sellers as being owed by the SellerSellers. If the Buyer and the Seller Sellers cannot agree on the amount of Taxes owed by the Seller Sellers with respect to a Straddle Return, the Seller Sellers shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller Sellers to be owed by the SellerSellers. Within ten (10) days after such payment, the Seller Sellers and the Buyer shall refer the matter to an independent nationally recognized “Big-Four” accounting firm agreed to by the Buyer and the Seller Sellers to arbitrate the dispute. The Seller Sellers and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing amounts owed by the Seller Sellers and the Buyer with respect to a Straddle Return shall be binding on the Seller Sellers and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall (and shall cause the Companies to) timely prepare any (in a manner consistent with the Companies' prior practices, to the extent such practices are in compliance with applicable Law) and file all Straddle ReturnsReturns for the Companies, provided, however, that no such Tax Return shall be filed without the prior written consent of Seller. The With respect to each Straddle Return for each Company, Buyer shall deliverdeliver to Seller, at least fortyseventy-five (4575) days prior to the due date for filing such Straddle Return (including any extension) to the Seller ), a draft of such Straddle Return together with a draft statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c5.3(c)(iii) for the corresponding Straddle Period ("Allocation Statement"), and copies of such Straddle Return. The Seller shall have the right to review and to comment on, and to reasonably request that changes be made to, each such Straddle Returns Return and the allocation of taxable income and liability for Taxes Allocation Statement and to suggest deliver to the Buyer any reasonable changes to each such Straddle Returns Return and Allocation Statement no later than fifteen thirty (1530) days prior to the due date for the filing of such Straddle ReturnsReturn. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the such review of such Straddle Returns and allocation of taxable income and liability for Taxes Allocation Statements and mutually to consent to the filing of Straddle Returns as promptly as possible of such Straddle Returnspossible. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the If Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on all issues arising as a result of any such Seller's review of Straddle Return and Allocation Statement, then, within twenty (20) days prior to the amount of Taxes owed by the Seller with respect to a due date for filing such Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller Neutral Auditor to arbitrate the disputedispute in New York City, New York. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm Neutral Auditor, and its determination as to the amount owing by the Seller with respect to a Straddle Return any issue in dispute shall be binding on the Seller and the Buyer. Within concluded within five (5) days after of the due date for filing such Straddle Return and such determination by such accounting firm, if necessaryshall be binding on Seller, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller Companies and Buyer and shall be entitled to reduce its obligation to pay Taxes with respect to enforceable in a Straddle Return by the amount court of any estimated Taxes paid with respect to such Taxes on or before the Effective Timecompetent jurisdiction.

Straddle Returns. The Buyer MLP Parties shall prepare any such Straddle Returns. The Buyer shall deliver, Returns and deliver same to VRC for review and comment at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller for filing each such Straddle Return, together with a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns SECTION 9(b) and the allocation amount of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle ReturnsTax that VRC owes. The Seller VRC and the Buyer MLP Parties agree to consult and with each other to attempt to resolve in good faith any issue arising as a result of the VRC's review of such Straddle Returns and allocation of taxable income and liability for Taxes Return and mutually to consent to the filing thereof as promptly as possible of such Straddle Returnspossible. Not later than five (5) days before the due date for the payment of Taxes with respect to any such Straddle ReturnsReturn, the Seller VRC shall pay or cause to be paid to the Buyer an amount equal MLP Parties either (i) if the MLP Parties and VRC are in agreement as to the amount of Taxes as agreed to by the Buyer and the Seller as being owed by VRC, that amount, or (ii) if the Seller. If the Buyer MLP Parties and the Seller VRC cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle ReturnVRC, the Seller shall pay or cause to be paid to the Buyer the maximum amount of Taxes reasonably determined by the Seller VRC to be owed by the Seller. Within ten it, in which case (10A) days after such payment, the Seller VRC and the Buyer MLP Parties shall refer the matter dispute to an independent nationally recognized "Big-Four" accounting firm agreed to by the Buyer MLP Parties and the Seller VRC to arbitrate the dispute. The Seller and dispute within ten days following the Buyer shall equally share payment of the fees and expenses undisputed amount, (B) the determination of such accounting firm and its determination as to the amount of Taxes owing by the Seller VRC with respect to a Straddle Return shall be binding on the Seller both VRC and the Buyer. Within MLP Parties, (C) VRC and the MLP Parties shall equally share the fees and expenses of the accounting firm, and (D) within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller VRC shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer shall prepare any or cause to be prepared and file or cause to be filed all Straddle Returns of the Acquired Companies or related to the Acquired Assets. Buyer shall pay all fees and expenses incurred to prepare and file such Straddle Returns. The With respect to any Straddle Return, Buyer shall deliver, at least forty-five (45) 30 days prior to the due date for filing such Straddle Return (including any extension) to the Seller Sellers Representative a statement setting forth the amount of Tax that the Seller owesSellers owe, including the allocation of taxable income and Taxes under Section 9(c)10.3, and copies of such Straddle Return. The Seller Sellers Representative shall have the right to review such Straddle Returns and the allocation of taxable income and liability Liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller Sellers and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability Liability for Taxes and mutually to consent to the filing by Buyer as promptly as possible of such Straddle Returns. Not later than five (5) 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller Sellers shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller Sellers as being owed by the SellerSellers. If the Buyer and the Seller Sellers Representative cannot agree on the amount of Taxes owed by the Seller Sellers with respect to a Straddle Return, the Seller Sellers shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller Sellers Representative to be owed by the SellerSellers. Within ten (10) days after such payment, the Seller Sellers Representative and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller Neutral Auditor to arbitrate the dispute. The Seller and Neutral Auditor shall arbitrate the Buyer shall equally share the fees and expenses of such accounting firm dispute and its determination as to the amount owing any issue in dispute shall be concluded within 20 days of such referral by the Seller with respect to a Straddle Return Sellers Representative and Buyer. Such determination shall be binding on Sellers and Buyer and shall be enforceable in a court of competent jurisdiction. All costs of the Seller and dispute resolution process contemplated by this Section 10.4 (including, without limitation, the BuyerNeutral Auditor’s fees, but exclusive of attorneys’ fees) shall be borne by the Party who is the least successful in such process, which shall be determined by comparing (i) the estimate asserted by each Party regarding the amount of such Tax to (ii) the final decision of the Neutral Auditor of such amount. Within five (5) days after the determination by such accounting firmthe Neutral Auditor, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm the Neutral Auditor to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five thirty (4530) days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, if applicable, including the allocation of taxable income or loss (including a Schedule K-1, if applicable) and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, if applicable, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall prepare any or cause to be prepared and file or cause to be filed all Straddle Returns of the Company. Buyer shall pay all fees and expenses incurred to prepare and file such Straddle Returns. The With respect to any Straddle Return, Buyer shall deliver, at least forty-five (45) 30 days prior to the due date for filing such Straddle Return (including any extension) to the Seller Sellers Representative a statement setting forth the amount of Tax that the Seller owesSellers owe, including the allocation of taxable income and Taxes under Section 9(c)10.3, and copies of such Straddle Return. The Seller Sellers Representative shall have the right to review such Straddle Returns and the allocation of taxable income and liability Liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller Sellers and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability Liability for Taxes and mutually to consent to the filing by Buyer as promptly as possible of such Straddle Returns. Not later than five (5) 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller Sellers shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller 41 Sellers as being owed by the SellerSellers. If the Buyer and the Seller Sellers Representative cannot agree on the amount of Taxes owed by the Seller Sellers with respect to a Straddle Return, the Seller Sellers shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller Sellers Representative to be owed by the SellerSellers. Within ten (10) days after such payment, the Seller Sellers Representative and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller Neutral Auditor to arbitrate the dispute. The Seller and Neutral Auditor shall arbitrate the Buyer shall equally share the fees and expenses of such accounting firm dispute and its determination as to the amount owing any issue in dispute shall be concluded within 20 days of such referral by the Seller with respect to a Straddle Return Sellers Representative and Buyer. Such determination shall be binding on Sellers and Buyer and shall be enforceable in a court of competent jurisdiction. All costs of the Seller and dispute resolution process contemplated by this Section 10.4 (including, without limitation, the BuyerNeutral Auditor’s fees, but exclusive of attorneys’ fees) shall be borne by the Party who is the least successful in such process, which shall be determined by comparing (i) the estimate asserted by each Party regarding the amount of such Tax to (ii) the final decision of the Neutral Auditor of such amount. Within five (5) days after the determination by such accounting firmthe Neutral Auditor, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm the Neutral Auditor to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller Sellers a statement setting forth the amount of Tax that the Seller owesSellers owe, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller Sellers shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller Sellers and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller Sellers shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller Sellers as being owed by the SellerSellers. If the Buyer and the Seller Sellers cannot agree on the amount of Taxes owed by the Seller Sellers with respect to a Straddle Return, the Seller Sellers shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller Sellers to be owed by the SellerSellers. Within ten (10) 10 days after such payment, the Seller Sellers and the Buyer shall refer the matter to an independent nationally recognized "Big-Five" accounting firm agreed to by the Buyer and the Seller Sellers to arbitrate the dispute. The Seller Sellers and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller Sellers with respect to a Straddle Return shall be binding on the Seller Sellers and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller Sellers shall be entitled to reduce its their obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, at least forty-five (45) days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective Time.the

Straddle Returns. The Buyer shall prepare any such Straddle Returns. The Buyer shall deliver, Returns and deliver same to the Seller for review and comment at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller for filing each such Straddle Return, together with a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns 9(b) and the allocation amount of taxable income and liability for Taxes and to suggest to Tax that the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle ReturnsSeller owes. The Seller and the Buyer agree to consult and with each other to attempt to resolve in good faith any issue arising as a result of the Seller's review of such Straddle Returns and allocation of taxable income and liability for Taxes Return and mutually to consent to the filing thereof as promptly as possible of such Straddle Returnspossible. Not later than five (5) days before the due date for the payment of Taxes with respect to any such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer either (i) if Buyer and Seller are in agreement as to the amount of Taxes owed by Seller, that amount, or (ii) if Buyer and Seller cannot agree on the amount of Taxes owed by the Seller, the maximum amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten it, in which case (10A) days after such payment, the Seller and the Buyer shall refer the matter dispute to an independent nationally recognized "Big-Five" accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and dispute within ten days following the Buyer shall equally share payment of the fees and expenses undisputed amount, (B) the determination of such accounting firm and its determination as to the amount of Taxes owing by the Seller with respect to a Straddle Return shall be binding on both the Seller and the Buyer. Within , (C) the Seller and the Buyer shall equally share the fees and expenses of the accounting firm, and (D) within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer shall prepare any or cause to be prepared and file or cause to be filed all Straddle Returns of the Acquired Companies or with respect to the Acquired Assets. The Seller and the Buyer shall equally share all reasonable fees and expenses incurred to prepare and file such Straddle Returns. The With respect to any Straddle Return, the Buyer shall deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c)9.3, and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability Liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability Liability for Taxes and mutually to consent to the filing by the Buyer as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller Accountants to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on both the Seller and the BuyerBuyer and shall be enforceable in a court of competent jurisdiction. Within five (5) days after the determination by such accounting firmthe Accountants, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer MLP Parties shall prepare any such Straddle Returns. The Buyer shall deliver, Returns and deliver same to VPC for review and comment at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller for filing each such Straddle Return, together with a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns SECTION 9(b) and the allocation amount of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle ReturnsTax that VPC owes. The Seller VPC and the Buyer MLP Parties agree to consult and with each other to attempt to resolve in good faith any issue arising as a result of the VPC's review of such Straddle Returns and allocation of taxable income and liability for Taxes Return and mutually to consent to the filing thereof as promptly as possible of such Straddle Returnspossible. Not later than five (5) days before the due date for the payment of Taxes with respect to any such Straddle ReturnsReturn, the Seller VPC shall pay or cause to be paid to the Buyer an amount equal MLP Parties either (i) if the MLP Parties and VPC are in agreement as to the amount of Taxes as agreed to by the Buyer and the Seller as being owed by VPC, that amount, or (ii) if the Seller. If the Buyer MLP Parties and the Seller VPC cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle ReturnVPC, the Seller shall pay or cause to be paid to the Buyer the maximum amount of Taxes reasonably determined by the Seller VPC to be owed by the Seller. Within ten it, in which case (10A) days after such payment, the Seller VPC and the Buyer MLP Parties shall refer the matter dispute to an independent nationally recognized "Big-Four" accounting firm agreed to by the Buyer MLP Parties and the Seller VPC to arbitrate the dispute. The Seller and dispute within ten days following the Buyer shall equally share payment of the fees and expenses undisputed amount, (B) the determination of such accounting firm and its determination as to the amount of Taxes owing by the Seller VPC with respect to a Straddle Return shall be binding on the Seller both VPC and the Buyer. Within MLP Parties, (C) VPC and the MLP Parties shall equally share the fees and expenses of the accounting firm, and (D) within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller VPC shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Straddle Returns of the Acquired Companies. With respect to any such Straddle Returns. The Return, the Buyer shall deliver, at least forty-five thirty (4530) days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c)9.3, and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing by the Buyer as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within ten (10) days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on both the Seller and the BuyerBuyer and shall be enforceable in a court of competent jurisdiction. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall Table of Contents pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer Issuer shall prepare any such Straddle Returns. The Buyer Issuer shall deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller Contributor a statement setting forth the amount of Tax that the Seller Contributor owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller Contributor shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer Issuer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller Contributor and the Buyer Issuer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller Contributor shall pay or cause to be paid to the Buyer Issuer an amount equal to the Taxes as agreed to by the Buyer Issuer and the Seller Contributor as being owed by the SellerContributor. If the Buyer Issuer and the Seller Contributor cannot agree on the amount of Taxes owed by the Seller Contributor with respect to a Straddle Return, the Seller Contributor shall pay or cause to be paid to the Buyer Issuer the amount of Taxes reasonably determined by the Seller Contributor to be owed by the SellerContributor. Within ten (10) 10 days after such payment, the Seller Contributor and the Buyer Issuer shall refer the matter to an independent nationally recognized "Big-Five" accounting firm agreed to by the Buyer Issuer and the Seller Contributor to arbitrate the dispute. The Seller Contributor and the Buyer Issuer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller Contributor with respect to a Straddle Return shall be binding on the Seller Contributor and the BuyerIssuer. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller Contributor shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date.

Straddle Returns. The With respect to any Straddle Return, Buyer shall prepare any such Straddle Returns. The Buyer shall ---------------- deliver, at least forty-five (45) 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owesowes pursuant to Section 11.14, including the allocation of taxable ------------- income and Taxes under Section 9(c)11.3, and copies of such Straddle Return, ------------ including copies of any partnership returns, together with workpapers supporting the allocation of partnership income, with respect to any partnerships in which an Acquired Company owns an interest, with respect to the partnership Tax period (or portion thereof) through the Closing Date. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than fifteen (15) 15 days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than five (5) 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the SellerSeller pursuant to Section 11.14. If the Buyer ------------- and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller Buyer to be owed by the SellerSeller pursuant to Section 11.14. Within ten (10) 10 ------------- days after such payment, the Seller and the Buyer shall refer the matter to an independent nationally recognized "Big-Five" accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller pursuant to Section 11.14 with respect to a Straddle Return shall be ------------- binding on the Seller and the Buyerboth Parties. Within five (5) days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes by or on behalf of the Acquired Companies on or before the Effective TimeClosing Date.

Straddle Returns. The Buyer Company shall prepare any or cause to be prepared and file or cause to be filed all Straddle Returns of the Contributed Companies. The Company shall pay all fees and expenses incurred to prepare and file such Straddle Returns. The Buyer With respect to any Straddle Return, the Company shall deliver, at least forty-five (45) days prior to the due date for filing such Straddle Return (including any extension) to the Seller AMCI Parties a statement setting forth the amount of Tax that the Seller owesAMCI Parties owe, including the allocation of taxable income and Taxes under Section 9(c)9.3, and copies of such Straddle Return. The Seller AMCI Parties shall have the right to review such Straddle Returns and the allocation of taxable income and liability Liability for Taxes and to suggest to the Buyer FRC Parties any reasonable changes to such Straddle Returns no later than fifteen (15) days prior to the date for the filing of such Straddle Returns. The Seller AMCI Parties and the Buyer Company agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability Liability for Taxes and mutually to consent to the filing by the FRC Parties as promptly as possible of such Straddle Returns. Not later than five (5) days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller AMCI Parties shall pay or cause to be paid to the Buyer Company an amount equal to the Taxes as agreed to by the Buyer Company and the Seller AMCI Parties as being owed by the SellerAMCI Parties. If the Buyer Company and the Seller AMCI Parties cannot agree on the amount of Taxes owed by the Seller AMCI Parties with respect to a Straddle Return, the Seller AMCI Parties shall pay or cause to be paid to the Buyer Company the amount of Taxes reasonably determined by the Seller AMCI Parties to be owed by the SellerAMCI Parties. Within ten (10) days after such payment, the Seller AMCI Parties and the Buyer Company shall refer the matter to an independent nationally recognized accounting firm agreed to by the Buyer and the Seller CPA Arbitrator to arbitrate the dispute. The Seller and the Buyer Company shall equally share pay the fees and expenses of such accounting firm the CPA Arbitrator and its determination as to the amount owing by the Seller AMCI Parties with respect to a Straddle Return shall be binding on both the Seller AMCI Parties and the BuyerCompany and shall be enforceable in a court of competent jurisdiction. Within five (5) days after the determination by such accounting firmthe CPA Arbitrator, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm the CPA Arbitrator to be owed. The Seller AMCI Parties shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Effective TimeClosing Date and to the extent of the reserve for Taxes included in the calculation of the Working Capital Balance as of the Closing Date.